A general meeting is called by the Board of Directors through a Board resolution. An individual director cannot call a meeting on his own. Notice issued without a Board resolution is invalid, but the Board can ratify it later.
## Length of Notice — '21 clear days'
Notice of at least 21 clear days must be given in writing or by electronic mode.
### What does 'clear' mean?
Both the date of service and the date of the meeting are excluded when counting the 21 days.
### Deemed service by post
If notice is sent by post, it is deemed served at the expiry of 48 hours after posting.
### Section 8 Company
A Section 8 company (not in default under Sections 92 or 137) needs to give only 14 clear days' notice.
> Delay in giving notice cannot be condoned.
## Contents of Notice
The notice must state:
Place, date, day and hour of the meeting; and
Business to be transacted.
## Shorter Notice (< 21 days)
A meeting may be held on shorter notice only with the consent of:
For AGM — not less than 95% of members (in number) entitled to vote.
For EGM:
Company with share capital: Majority in number of members entitled to vote, AND holding at least 95% of paid-up share capital.
Company without share capital: Members holding at least 95% of total voting power.
## Service of Notice
Notice must be given to:
1. Every member, legal representative of a deceased member, assignee of an insolvent member;
2. The Auditor;
3. Every director.
## Accidental Omission
Accidental omission or non-receipt does not invalidate the meeting. Onus is on company to prove omission was not deliberate; if deliberate, meeting and resolutions are void.
## Notice by Electronic Means
May be sent as e-mail (body, attachment, or URL link).
Must be addressed per company records (depository for demat).
Company must give members at least once a financial year an opportunity to register/update e-mail.
If member fails to register, company is not in default for non-delivery.
Company's obligation satisfied on transmission.
Notice must also be posted on company's website and any CG-notified website.
Worked example
### Example 1
Example: M Ltd. posts notice on 16 August 2026 for a meeting on 7 September 2026. Is the notice valid?
Solution: Notice posted on 16 August is deemed served after 48 hours → effective from 18 August 2026. Excluding 18 August (service) and 7 September (meeting), clear days from 19 August to 6 September = 19 clear days. Required = 21. Notice is invalid; delay cannot be condoned.
### Example 2
Example: ABC Ltd. (public, share capital) wishes to call an EGM on 18 days' notice. It has 200 members holding ₹10,00,000 paid-up. To validly call on shorter notice, consent is needed from majority in number (≥ 101 members) holding at least 95% of paid-up share capital (₹9,50,000).
⚠️ Common exam mistakes
Counting the date of meeting or service when computing 'clear' days.
Forgetting the 48-hour postal deeming rule.
Assuming shorter-notice consent for EGM only needs 95% of capital — it also needs majority in number.
Failing to send notice to auditor and all directors.
Believing all omissions invalidate a meeting — only deliberate ones do.
Bare-Act text Section 101 · Companies Act, 2013 · click to expand
Section 101 — Notice of meeting. (1) A general meeting of a company may be called by giving not less than clear twenty-one days' notice either in writing or through electronic mode... Provided that a general meeting may be called after giving shorter notice than that specified in this sub-section if consent, in writing or by electronic mode, is accorded thereto— (i) in the case of an annual general meeting, by not less than ninety-five per cent. of the members entitled to vote thereat; and (ii) in the case of any other general meeting, by members of the company— (a) holding, if the company has a share capital, majority in number of members entitled to vote and who represent not less than ninety-five per cent. of such part of the paid-up share capital of the company as gives a right to vote at the meeting; or (b) having, if the company has no share capital, not less than ninety-five per cent. of the total voting power exercisable at that meeting. (2) Every notice of a meeting shall specify the place, date, day and the hour of the meeting and shall contain a statement of the business to be transacted at such meeting. (3) The notice of every meeting of the company shall be given to— (a) every member of the company, legal representative of any deceased member or the assignee of an insolvent member; (b) the auditor or auditors of the company; and (c) every director of the company. (4) Any accidental omission to give notice to, or the non-receipt of such notice by, any member or other person who is entitled to such notice for any meeting shall not invalidate the proceedings of the meeting.